Results of Placing

RNS Number : 0768R

C4X Discovery Holdings PLC

24 October 2019

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

C4X Discovery Holdings plc

("C4XD", "C4X Discovery" or the "Company")

Results of Placing

Successfully raises £7 million

Advancing the next wave of out-licensing opportunities

24 October 2019 - C4X Discovery Holdings plc (AIM: C4XD), a pioneering Drug Discovery company, is pleased to announce the completion of the Placing announced earlier today.

A total of 46,666,667 Placing Shares and Subscription Shares have been placed by Panmure Gordon (UK) Limited at the Issue Price of 15 pence per new Ordinary Share to raise a total of approximately £7.0 million for the Company (before expenses). The Placing was made up of 46,466,667 Placing Shares and concurrently with the Placing, Directors of the Company will subscribe for 200,000 Subscription Shares, also at the Issue Price. The Placing Shares and Subscription Shares being issued represent approximately 80.7 per cent. of the issued ordinary share capital of the Company prior to the Placing and Subscription. The Issue Price represents a discount of 63 per cent. to the Company's mid-market closing price as at 23 October 2019, being the last practicable day before the announcement of the Placing.

The net proceeds of the Placing and Subscription of approximately £6.6 million receivable by the Company, will be used to strengthen its balance sheet as near term and other licensing discussions and strategic collaborations progress, and support working capital during the expansion of its pipeline portfolio.

A circular to shareholders containing full details of the Open Offer and convening the General Meeting is expected to be posted by 6.00 p.m. tomorrow, and will also be available on the Company's website at the same time at http://www.c4xdiscovery.com/investors.html. Panmure Gordon (UK) Limited is acting as financial adviser, nominated adviser and broker to the Company.

Clive Dix, CEO of C4X Discovery, stated on the successful Placing and Subscription: "In these unprecedented times for investment in our industry, leading to extremely turbulent market conditions, we are delighted to have raised £7.0 million to support the execution of our strategy which is reflective of confidence in the future value of our business. We want to thank both our existing shareholders for their continued support, belief and confidence in our business and to welcome our new shareholders for which this fundraising offers an opportunity to build shareholder value.

"C4XD aims to address industry's biggest challenges by identifying promising disease targets and solving chemistry challenges to generate attractive pre-clinical programmes. Our goal is to maximise the capital raised so that we can deliver on our strategy. The monies raised put us in a strong position to drive the expansion of our pipeline and to advance the next wave of deal opportunities in the C4XD portfolio as momentum continues to build across our key out-licensing projects."

Completion of the Placing, Subscription and Open Offer remains subject, inter alia, to the passing of the Resolutions at the General Meeting and to First Admission and Second Admission. It is expected that dealings in the EIS/VCT Shares will commence on 14 November 2019, and dealings in the General Placing Shares, Subscription Shares and Open Offer Shares will commence on 15 November 2019. Assuming completion of the Placing, Subscription and full take up of all Open Offer Shares offered under the Open Offer, upon Second Admission, the Enlarged Share Capital is expected to be 110,880,707 Ordinary Shares. On this basis, the New Ordinary Shares, will represent approximately 47.9 per cent. of the Enlarged Share Capital.

Related Party Transaction

Certain Directors in the Company have subscribed for Subscription Shares in connection with the Capital Raising. The number of Subscription Shares conditionally subscribed for by each such Director pursuant to the Capital Raising, and their resulting shareholdings on Admission, are set out below:

Shareholder	Existing Ordinary Shares held	Number of Existing Ordinary Shares held as a percentage of all Existing Ordinary Shares	Number of Subscription Shares subscribed for	Ordinary Shares held post-Admission*	Percentage of Enlarged Share Capital held*
Clive Dix	1,455,586	2.5%	133,334	1,588,920	1.43%
Natalie Walter	0	0	66,666	66,666	0.06%

*assuming the Open Offer is fully subscribed

The participation of certain Directors as stated above will be related party transactions for the purposes of the AIM Rules. The Directors who are independent of the related party transaction, being Eva-Lotta Allan, Brad Hoy, Craig Fox, Alex Stevenson and Harry Finch, having consulted with Panmure Gordon, the Company's nominated adviser for the purposes of the AIM Rules, consider the terms of the participations of each of Clive Dix and Natalie Walter in the Capital Raising to be fair and reasonable insofar as Shareholders are concerned.

The timetable and the capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at 7.00 a.m. today unless otherwise stated.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).

For further information, please contact:

C4X Discovery Holdings plc

Clive Dix, Chief Executive Officer                                                                                                          07801 865 803

Panmure Gordon (UK) Limited (NOMAD)                                                                                          020 7886 2500

Freddy Crossley, Emma Earl (Corporate Finance)                                                                                             

James Stearns (Corporate Broking)                                                                                                                        

Consilium Strategic Communications

Mary-Jane Elliott, Matthew Neal, Chris Gardner                                                                                0203 709 5700

About C4X Discovery

C4X Discovery (C4XD) aims to create the world's most productive Drug Discovery engine by using cutting-edge technologies and expertise to efficiently deliver best-in-class small-molecule medicines to clinical partners for the benefit of patients. The Company's business model focuses on replenishing big pharma discovery pipelines and driving returns through revenue generating pre-clinical licensing deals. In 2018, C4XD successfully out-licensed a pre-clinical programme in addictive disorders to Indivior in a deal worth up to $294 million. 

C4XD has a state-of-the-art suite of proprietary technologies across the Drug Discovery process and accesses further innovative capabilities and expertise through its growing network of partners. The Company is actively advancing its diverse pre-clinical discovery portfolio which is focused on inflammation, neurodegeneration and oncology (including immuno-oncology). Opportunities to maximise value from the portfolio are proactively driven by C4XD's commercial division. The Company is led by a highly experienced management team and Board who have delivered significant value creation within the healthcare sector.

For additional information please go to: www.c4xdiscovery.com

The person responsible for arranging the release of this announcement on behalf of the Company is Bradley Richard Hoy, a director of the Company

IMPORTANT NOTICES

This Announcement has been issued by, and is the sole responsibility of, the Company.

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000.

This Announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors ("qualified investors") as defined in Article (2)(e) of Regulation EU/2017/1129 (the "Prospectus Regulation"); and (b) in the United Kingdom, qualified investors who are persons (1) who have professional experience in matters relating to investments falling within Article 19(1) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (3) other persons to whom it may otherwise lawfully be communicated without being accompanied by any further statements and/or warnings required by the Order and not included in this Announcement (all such persons together being referred to as "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this Announcement are for information purposes only.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as Nominated Adviser and broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placing and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Panmure Gordon (UK) Limited or for advising any other person on any transaction or arrangement referred to in this Announcement.

This Announcement may not be published, distributed, forwarded or transmitted directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.

The New Ordinary Shares described in this Announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The New Ordinary Shares are being offered only outside of the United States in reliance on Regulation S under the US Securities Act.

Furthermore, the New Ordinary Shares have not been and will not be registered under the applicable laws of any of Canada, Australia, Japan, the Republic of South Africa, New Zealand or of any other jurisdiction where to do so would be unlawful and, consequently, may not be offered or sold to any national, resident or citizen thereof. The distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.

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